Common use of Delivery Schedule Clause in Contracts

Delivery Schedule. (a) Pfizer shall deliver the Product Carriage and Insurance Paid (“CIP”) Incoterms 2020. (b) The Parties shall reasonably agree, in writing, to the location(s) (including number of locations) for delivery of shipments of Product (“Place(s) of Destination”) as soon as reasonably practicable following the Effective Date; provided that: (i) each Place of Destination meets the requirements set forth in Attachment D, (ii) all agreed upon Place(s) of Destination shall be agreed in writing by the Parties at least eight (8) weeks prior to shipment of the Product, (iii) the Place(s) of Destination are serviced by a contracted transportation carrier of Pfizer (“Shipping Agent”), and (iv) each Place of Destination is an authorized location to receive the Product, evidence of which shall be presented to Pfizer on Purchaser’s official letterhead, or other official format acceptable to Pfizer, and Purchaser shall provide any additional information, as requested by Pfizer in advance of delivery, to verify such authorization. In case the Parties do not agree on the Place(s) of Destination within the abovementioned timeline, Pfizer shall have the right to revise the Delivery Schedule. Pfizer shall have the ability, acting reasonably, to restrict the number of Places of Destination where shipments of Product shall be delivered. However, the Parties agree that: (a) title to the Products and risk of loss or damage shall pass to Purchaser at the Point of Delivery as defined under Section 2.8(a) of this Agreement, and (b) Purchaser shall have full liability and responsibility for any further transportation and distribution following delivery to Place(s) of Destination that is not a point of use of the Product, including but not limited to ensuring compliance with Attachment D. (c) Each shipment of Product shall have a minimum volume of 195 vials. (d) Pfizer may deliver the Product by separate installments and shall use Commercially Reasonable Efforts to meet the delivery schedule set out in Attachment B (the “Delivery Schedule”), provided that no Product shall be shipped until Authorization is received and Purchaser is compliant with, to Pfizer’s satisfaction, the conditions set forth in Section 9.5. All deliveries shall be accompanied by the documentation specified in Attachment C (which may be updated from time to time by Pfizer upon notice to Purchaser), and shall be in accordance with, and subject to, the delivery specifications to be set forth in Attachment D (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Delivery Specifications”). (e) The Product shall be labelled and packaged in accordance with the packaging specifications to be set forth in Attachment E (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Labelling and Packaging Specifications”). For clarity, Purchaser shall be solely liable for compliance with local labelling requirements, including without limitation, any local language translation requirements. (f) If an Authorization is granted after March 31, 2021 but before June 30, 2021, then the Delivery Schedule will be revised to add the period of time between March 31, 2021 and the date of the Authorization (“Adjusted Delivery Schedule”). In the event that the Authorization is granted prior to March 31, 2021, Pfizer has no obligation to accelerate shipment of Product. (g) If Authorization is received by March 31, 2021, but Pfizer is unable to deliver any Contracted Doses for technical or other reasons from the Facilities intended to produce the Contracted Doses under this Agreement, Pfizer agrees to use Commercially Reasonable Efforts to obtain supply of the Product from another location, subject to availability of supply. (h) If Authorization is received by March 31, 2021, but by September 30, 2021, Pfizer is unable to manufacture or deliver any Contracted Doses for technical or other reasons from any Facilities, Pfizer will have no obligation to deliver against the Delivery Schedule, Adjusted Delivery Schedule or a Purchase Order.

Appears in 6 contracts

Samples: Manufacturing Agreement, Manufacturing Agreement, Manufacturing and Supply Agreement

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Delivery Schedule. (a) Pfizer 5.1 The Goods shall be delivered to the address for delivery specified in the Purchase Order on the date or within the period stated therein. The Supplier shall deliver the Product Carriage and Insurance Paid (“CIP”) Incoterms 2020. (b) The Parties shall reasonably agree, in writing, Goods to the location(s) (including number of locations) for delivery of shipments of Product (“Place(s) of Destination”) as soon as reasonably practicable following the Effective Date; provided that: (i) each Place of Destination meets the requirements set forth in Attachment D, (ii) all agreed upon Place(s) of Destination shall be agreed in writing by the Parties at least eight (8) weeks prior to shipment of the Product, (iii) the Place(s) of Destination are serviced by a contracted transportation carrier of Pfizer (“Shipping Agent”), and (iv) each Place of Destination is an authorized location to receive the Product, evidence of which shall be presented to Pfizer on Purchaser’s official letterhead, or other official format acceptable to Pfizer, and Purchaser shall provide any additional information, as requested by Pfizer in advance of delivery, to verify such authorization. In case the Parties do not agree on the Place(s) of Destination within the abovementioned timeline, Pfizer shall have the right to revise the Delivery Schedule. Pfizer shall have the ability, acting reasonably, to restrict the number of Places of Destination where shipments of Product shall be delivered. However, the Parties agree that: (a) title to the Products and risk of loss or damage shall pass to Purchaser at the Point of Delivery as defined under Section 2.8(a) of this Agreement, and (b) Purchaser shall have full liability and responsibility for any further transportation and distribution following delivery to Place(s) of Destination that is not a point of use of the Product, including but not limited to ensuring compliance with Attachment D. (c) Each shipment of Product shall have a minimum volume of 195 vials. (d) Pfizer may deliver the Product by separate installments and shall use Commercially Reasonable Efforts to meet the delivery schedule set out in Attachment B (the “Delivery Schedule”), provided that no Product shall be shipped until Authorization is received and Purchaser is compliant with, to Pfizer’s satisfaction, the conditions set forth in Section 9.5. All deliveries shall be accompanied by the documentation specified in Attachment C (which may be updated from time to time by Pfizer upon notice to Purchaser), and shall be in accordance with, and subject to, the delivery specifications to be set forth in Attachment D (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Delivery Specifications”). (e) The Product shall be labelled and packaged AVK in accordance with the packaging specifications date of delivery specified in the PO, with time for delivery being of the essence. The Supplier shall ensure that each delivery is accompanied by a prominently displayed delivery note which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be set forth delivered. If the Goods are delivered to AVK in Attachment E (which excess of the quantities ordered AVK shall not be populated following bound to pay for the Effective Date, but in excess and any event before supply in line with excess will be and will remain at the agreed Delivery Schedule, Supplier’s risk and as may will be updated from time to time by Pfizer upon notice to Purchaser) (“Labelling and Packaging Specifications”). For clarity, Purchaser shall be solely liable for compliance with local labelling requirements, including without limitation, any local language translation requirementsreturnable at the Supplier’s expense. (f) 5.2 If an Authorization is granted after March 31, 2021 but before June 30, 2021, then the Delivery Schedule Supplier requires AVK to return any packaging material to the Supplier that fact must be clearly stated on any delivery note delivered to AVK and any such packaging material will only be revised returned to add the period Supplier at the cost of time between March 31, 2021 and the Supplier. 5.3 Where the date of delivery of the Authorization (“Adjusted Delivery Schedule”)Goods may be specified after acceptance of the PO, the Supplier shall give AVK reasonable notice of the specified date. If the Goods are to be delivered by instalments, each instalment will be treated as a single contract and not severable. All Goods delivered shall be manufactured in accordance with general industry standards for good workmanship. Packaging shall protect the Goods from shipping damage. 5.4 Time is of the essence in the fulfillment of any PO from AVK. Every PO is subject to cancellation if not shipped at the specified time. AVK reserves the right to refuse deliveries made in advance of the delivery schedule. Goods shipped after the time specified may be returned at the Supplier's expense for full credit. Retention of all or any part of such Goods shall not be considered acceptance of same. Acceptance of such Goods shall not be deemed a waiver of AVK's right to hold the Supplier liable for any loss or damage resulting therefrom, nor shall it act as a modification of the Supplier's obligation to make future deliveries in accordance with the delivery schedule. AVK shall be reimbursed in full for all Goods returned. In addition thereto, AVK shall have the event that privilege, if shipment is not made on time, to purchase similar Goods in the Authorization is granted prior to March 31open market in such quantities as it may find necessary not exceeding the amount called for in the PO and hold Supplier responsible for the difference, 2021if any, Pfizer has no obligation to accelerate shipment of Productbetween the price so paid and the price stated in the PO. (g) If Authorization is received by March 31, 2021, but Pfizer is unable to deliver any Contracted Doses for technical or other reasons from the Facilities intended to produce the Contracted Doses under this Agreement, Pfizer agrees to use Commercially Reasonable Efforts to obtain supply of the Product from another location, subject to availability of supply. (h) If Authorization is received by March 31, 2021, but by September 30, 2021, Pfizer is unable to manufacture or deliver any Contracted Doses for technical or other reasons from any Facilities, Pfizer will have no obligation to deliver against the Delivery Schedule, Adjusted Delivery Schedule or a Purchase Order.

Appears in 2 contracts

Samples: General Purchase Conditions, General Purchase Conditions

Delivery Schedule. (a) Pfizer 5.1 The Goods shall deliver be delivered to the Product Carriage address for delivery specified in the PO on the date or within the period stated therein. The Supplier shall ensure that each delivery is accompanied by a prominently displayed delivery note which shows, inter alia, the order number, date of order, number of packages and Insurance Paid (“CIP”) Incoterms 2020contents and, in the case of delivery by instalments, the outstanding balance remaining to be delivered. If the Goods are delivered to AVK in excess of the quantities ordered AVK shall not be bound to pay for the excess and any excess will be and will remain at the Supplier’s risk and will be returnable at the Supplier’s expense. (b) The Parties shall reasonably agree, in writing, 5.2 If the Supplier requires AVK to return any packaging material to the location(s) (including number Supplier that fact must be clearly stated on any delivery note delivered to AVK and any such packaging material will only be returned to the Supplier at the cost of locations) the Supplier. 5.3 If no time for delivery of shipments of Product (“Place(s) of Destination”) as soon as reasonably practicable following the Effective Date; provided that: (i) each Place of Destination meets Goods has been fixed in the requirements set forth in Attachment DPO, (ii) all agreed upon Place(s) of Destination performance shall be agreed made on AVK’s demand. If a period of time has been fixed for delivery, the Supplier may, upon reasonable notice to AVK, within that period choose a date of delivery unless circumstances indicate that the period was fixed for the benefit of AVK. All Goods delivered shall be manufactured in writing by accordance with the Parties at least eight (8) weeks prior to shipment Specifications and in any case not below general industry standards for good workmanship. 5.4 The Supplier acknowledges and agrees that time is of the Product, (iii) essence in the Place(s) fulfillment of Destination any PO. Every PO may be cancelled by AVK provided that the relevant Goods are serviced by a contracted transportation carrier not shipped at the time of Pfizer (“Shipping Agent”), and (iv) each Place of Destination is an authorized location AVK’s cancellation. AVK reserves the right to receive the Product, evidence of which shall be presented to Pfizer on Purchaser’s official letterhead, or other official format acceptable to Pfizer, and Purchaser shall provide any additional information, as requested by Pfizer refuse deliveries made in advance of deliverythe delivery schedule. Goods shipped after the time specified may be returned at the Supplier's expense for full credit. Retention of all or any part of Goods shall not be considered acceptance of same. Acceptance of such Goods shall not be deemed a waiver of AVK's right to hold the Supplier liable for any loss or damage resulting therefrom, nor shall it act as a modification of the Supplier's obligation to verify such authorizationmake future deliveries in accordance with the delivery schedule. AVK shall be reimbursed in full for all Goods returned. In addition thereto, in case the Parties do shipment is not agree made on the Place(s) of Destination within the abovementioned timeline, Pfizer time AVK shall have the right to revise (1) make a replacement purchase in the Delivery Schedule. Pfizer open market, in which case the Supplier shall have the ability, acting reasonably, to restrict the number of Places of Destination where shipments of Product shall be delivered. However, the Parties agree that: (a) title to the Products hold harmless AVK from any costs and risk of loss or damage shall pass to Purchaser at the Point of Delivery losses arising as defined under Section 2.8(a) of this Agreement, and (b) Purchaser shall have full liability and responsibility for any further transportation and distribution following delivery to Place(s) of Destination that is not a point of use result of the Product, including but not limited replacement purchase or (2) receive liquidated damages for delay equal to ensuring compliance with Attachment D. zero point five (c0,5%) Each shipment percent of Product shall have the price of the invoiced value of the delayed Goods per commenced week of delay up to a minimum volume maximum of 195 vials. seven point five (d7,5%) Pfizer may deliver percent of the Product by separate installments and shall use Commercially Reasonable Efforts to meet invoiced value of the delivery schedule delayed Goods. The rights of AVK set out in Attachment B (the “Delivery Schedule”), provided this article 5 are without prejudice to any other rights or remedies that no Product shall be shipped until Authorization is received and Purchaser is compliant with, to Pfizer’s satisfaction, the conditions set forth in Section 9.5. All deliveries shall be accompanied AVK may have by the documentation specified in Attachment C (which may be updated from time to time by Pfizer upon notice to Purchaser), and shall be in accordance with, and subject to, the delivery specifications to be set forth in Attachment D (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Delivery Specifications”). (e) The Product shall be labelled and packaged in accordance with the packaging specifications to be set forth in Attachment E (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Labelling and Packaging Specifications”). For clarity, Purchaser shall be solely liable for compliance with local labelling requirements, including without limitation, any local language translation requirements. (f) If an Authorization is granted after March 31, 2021 but before June 30, 2021, then the Delivery Schedule will be revised to add the period of time between March 31, 2021 and the date reason of the Authorization (“Adjusted Delivery Schedule”). In the event that the Authorization is granted prior to March 31, 2021, Pfizer has no obligation to accelerate shipment of ProductGPC or otherwise. (g) If Authorization is received by March 31, 2021, but Pfizer is unable to deliver any Contracted Doses for technical or other reasons from the Facilities intended to produce the Contracted Doses under this Agreement, Pfizer agrees to use Commercially Reasonable Efforts to obtain supply of the Product from another location, subject to availability of supply. (h) If Authorization is received by March 31, 2021, but by September 30, 2021, Pfizer is unable to manufacture or deliver any Contracted Doses for technical or other reasons from any Facilities, Pfizer will have no obligation to deliver against the Delivery Schedule, Adjusted Delivery Schedule or a Purchase Order.

Appears in 2 contracts

Samples: General Purchase Conditions, General Purchase Conditions

Delivery Schedule. 5.1. The Supplier shall deliver the Goods and/or perform the Services within the specified delivery date(s) or timelines as set out in or attached to the PO or otherwise agreed between the Supplier and the Buyer in writing (the “Agreed Delivery Date”) in accordance with handing-over procedures set forth in Section 5.3 below or otherwise instructed by the Buyer in writing. In respect of the delivery of the Goods, the Supplier shall prepare all shipping documents (where applicable) in accordance with the applicable domestic and international trade/customs regulations. 5.2. Delivery shall be deemed completed at the moment receipt has been acknowledged by the Buyer in writing, but this shall not constitute acceptance of the Goods. 5.3. The Supplier shall, concurrently with the delivery of the Goods, provide the Buyer with copies of all applicable licenses. Each delivery of Goods to the Buyer shall include a packing list which contains at least: (a) Pfizer shall deliver the Product Carriage and Insurance Paid (“CIP”) Incoterms 2020. applicable order number; (b) the Buyer’s part number; (c) the quantity shipped; (d) the date of shipment; (e) any applicable material safety data sheets. The Parties Supplier shall reasonably agreexxxx, xxxx and ship the Goods in writingaccordance with sound commercial practices and the Buyer’s specifications in such manner as to prevent damage during transport and to facilitate efficient unloading, to the location(s) (including number of locations) for delivery of shipments of Product (“Place(s) of Destination”) as soon as reasonably practicable following the Effective Date; provided that: (i) each Place of Destination meets the requirements set forth in Attachment Dhandling and storage, (ii) and all agreed upon Place(s) of Destination Goods shall be agreed in writing clearly marked as destined for the Buyer. Hazardous goods must bear prominent warning on all packaging and documents, including special handling instructions as may be necessary to advise carriers, the Buyer, and their respective representatives on the relevant safety measures. The Supplier shall be responsible for any loss or damage incurred by the Parties at least eight (8) weeks prior Buyer due to shipment its failure to properly preserve, package, handle, or pack the Goods and, accordingly, the Buyer shall not be required to assert any claims for such loss or damage against the common carrier involved. 5.4. Where applicable, all shipping paperwork and invoices must contain the Country of Origin, proper description of the Product, (iiiitem(s) the Place(s) of Destination are serviced by a contracted transportation carrier of Pfizer (“Shipping Agent”)being shipped, and purchase price. Shipments from outside of the United States must include the Harmonized Tariff Schedule (ivHTS) each Place of Destination is an authorized location to receive number along with the Product, evidence of which shall be presented to Pfizer on Purchaser’s official letterhead, or other official format acceptable to Pfizer, and Purchaser shall provide any additional information, as requested by Pfizer in advance of delivery, to verify such authorizationappropriate paperwork. 5.5. In case the Parties do Buyer proposes a change of the Agreed Delivery Date or directs a temporary suspension of scheduled shipments, the Supplier shall make maximum efforts to accept such proposal, it being acknowledged that neither of which shall entitle the Supplier to a modification of the price for the Goods and/or Services covered by the PO. 5.6. Time shall be of essence. If the Agreed Delivery Date is delayed or likely to be delayed, the Supplier shall immediately notify the Buyer of the reasons thereof and possible delivery dates and shall fully comply with the Buyer’s instructions. The Buyer shall be entitled to refuse acceptance of the Goods and/or Services which are not agree delivered on the Place(s) of Destination within Agreed Delivery Date or cancel the abovementioned timelinePO without prejudice to its other rights and remedies at law or equity, Pfizer and the Buyer shall have the right to revise the Delivery Schedule. Pfizer shall have the ability, acting reasonably, to restrict the number of Places of Destination where shipments of Product shall not be delivered. However, the Parties agree that: (a) title liable to the Products and risk of loss or damage shall pass to Purchaser at the Point of Delivery as defined under Section 2.8(a) of this Agreement, and (b) Purchaser shall have full liability and responsibility Supplier for any further transportation and distribution following delivery to Place(s) of Destination that is not a point of use of the Product, including but not limited to ensuring compliance with Attachment D. (c) Each shipment of Product shall have a minimum volume of 195 vialsdamages arising from such refusal or cancellation. (d) Pfizer may deliver the Product by separate installments and shall use Commercially Reasonable Efforts to meet the delivery schedule set out in Attachment B (the “Delivery Schedule”), provided that no Product shall be shipped until Authorization is received and Purchaser is compliant with, to Pfizer’s satisfaction, the conditions set forth in Section 9.5. All deliveries shall be accompanied by the documentation specified in Attachment C (which may be updated from time to time by Pfizer upon notice to Purchaser), and shall be in accordance with, and subject to, the delivery specifications to be set forth in Attachment D (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Delivery Specifications”). (e) The Product shall be labelled and packaged in accordance with the packaging specifications to be set forth in Attachment E (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Labelling and Packaging Specifications”). For clarity, Purchaser shall be solely liable for compliance with local labelling requirements, including without limitation, any local language translation requirements. (f) If an Authorization is granted after March 31, 2021 but before June 30, 2021, then the Delivery Schedule will be revised to add the period of time between March 31, 2021 and the date of the Authorization (“Adjusted Delivery Schedule”). In the event that the Authorization is granted prior to March 31, 2021, Pfizer has no obligation to accelerate shipment of Product. (g) If Authorization is received by March 31, 2021, but Pfizer is unable to deliver any Contracted Doses for technical or other reasons from the Facilities intended to produce the Contracted Doses under this Agreement, Pfizer agrees to use Commercially Reasonable Efforts to obtain supply of the Product from another location, subject to availability of supply. (h) If Authorization is received by March 31, 2021, but by September 30, 2021, Pfizer is unable to manufacture or deliver any Contracted Doses for technical or other reasons from any Facilities, Pfizer will have no obligation to deliver against the Delivery Schedule, Adjusted Delivery Schedule or a Purchase Order.

Appears in 2 contracts

Samples: General Terms and Conditions, General Terms and Conditions

Delivery Schedule. Nominations/Scheduling. During both the Start-up Period and the Delivery Term: (a) Pfizer On or before [**] (except in the case of the first forecast which shall be delivered at least [**] prior to the Commercial Operations Date), Seller shall prepare and deliver to Buyer a [**] forecast for the Product Carriage next [**], specifying Seller’s expected Facility production schedule, including the total volumes of Renewable Hydrocarbons and Insurance Paid the applicable Production Split for Renewable ATJ and Renewable Isooctane to be produced in any such month (such notice, the CIPMAV Notice); provided that for each month volumes shall not be less than the Monthly Minimum Quantity or more than the Monthly Maximum Quantity. [**]. Volumes specified in the forecast for the [**] shall be deemed fixed (such volume, the “Monthly Available Volume”). Volumes for the remainder of the [**] period shall be deemed to be estimates. At all times after the Commercial Operations Date, Seller shall promptly notify Buyer of any changes to any forecasted volumes that might affect future scheduling. Any volumes of Renewable Hydrocarbons produced at the Facility in excess of the applicable Monthly Maximum Quantity shall first be offered to Buyer on the terms and conditions set forth herein and only if Buyer shall not have accepted such offering within [**] shall Seller be entitled to sell such volumes to a Third Party (other than a Non-Compete Party) Incoterms 2020on an as-available basis and only after meeting Seller’s obligations to Buyer hereunder. To the extent that Buyer agrees to purchase such excess volumes, they will be included in the Monthly Available Volume for purposes of this Agreement. (b) As used herein, the “Production Split” means the percentage split for the production of Renewable ATJ and Renewable Isooctane of the Facility, [**]. The Parties acknowledge that the Facility is capable of production of Renewable ATJ and Renewable Isooctane utilizing only these [**] Production Splits, [**]. Seller shall reasonably agree, in writing, be excused from all liability pursuant to Section 3.4 below for failure to deliver as a result of Facility down time due to a change to the location(s) (including number of locations) for delivery of shipments of Product (“Place(s) of Destination”) Production Split so long as soon as reasonably practicable following the Effective Date; provided that: (i) each Place of Destination meets the requirements set forth in Attachment D, (ii) all agreed upon Place(s) of Destination shall be agreed in writing by the Parties at least eight (8) weeks prior to shipment of the Product, (iii) the Place(s) of Destination are serviced by a contracted transportation carrier of Pfizer (“Shipping Agent”), and (iv) each Place of Destination is an authorized location to receive the Product, evidence of which shall be presented to Pfizer on Purchaser’s official letterhead, or other official format acceptable to Pfizer, and Purchaser shall provide any additional information, as requested by Pfizer in advance of delivery, to verify such authorization. In case the Parties do not agree on the Place(s) of Destination within the abovementioned timeline, Pfizer shall have the right to revise the Delivery Schedule. Pfizer shall have the ability, acting reasonably, to restrict the number of Places of Destination where shipments of Product shall be delivered. However, the Parties agree that: (a) title to the Products and risk of loss or damage shall pass to Purchaser at the Point of Delivery as defined under Section 2.8(a) of this Agreement, and (b) Purchaser shall have full liability and responsibility for any further transportation and distribution following delivery to Place(s) of Destination that is not a point of use of the Product, including but not limited to ensuring compliance with Attachment D. (c) Each shipment of Product shall have a minimum volume of 195 vials. (d) Pfizer may deliver the Product by separate installments and shall use Commercially Reasonable Efforts to meet the delivery schedule set out in Attachment B (the “Delivery Schedule”)down time” does not exceed [**] to a higher percentage of [**], provided that no Product shall be shipped until Authorization is received Seller and Purchaser is compliant with, Buyer will mutually agree upon pricing and volume terms to Pfizer’s satisfaction, the conditions set forth in Section 9.5. All deliveries shall be accompanied by the documentation specified in Attachment C (which may be updated from time to time by Pfizer upon notice to Purchaser), and shall be in accordance with, and subject to, the delivery specifications to be set forth in Attachment D (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Delivery Specifications”)accommodate incremental [**] production. (e) The Product shall be labelled and packaged in accordance with the packaging specifications to be set forth in Attachment E (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Labelling and Packaging Specifications”). For clarity, Purchaser shall be solely liable for compliance with local labelling requirements, including without limitation, any local language translation requirements. (f) If an Authorization is granted after March 31, 2021 but before June 30, 2021, then the Delivery Schedule will be revised to add the period of time between March 31, 2021 and the date of the Authorization (“Adjusted Delivery Schedule”). In the event that the Authorization is granted prior to March 31, 2021, Pfizer has no obligation to accelerate shipment of Product. (g) If Authorization is received by March 31, 2021, but Pfizer is unable to deliver any Contracted Doses for technical or other reasons from the Facilities intended to produce the Contracted Doses under this Agreement, Pfizer agrees to use Commercially Reasonable Efforts to obtain supply of the Product from another location, subject to availability of supply. (h) If Authorization is received by March 31, 2021, but by September 30, 2021, Pfizer is unable to manufacture or deliver any Contracted Doses for technical or other reasons from any Facilities, Pfizer will have no obligation to deliver against the Delivery Schedule, Adjusted Delivery Schedule or a Purchase Order.

Appears in 2 contracts

Samples: Renewable Hydrocarbons Purchase and Sale Agreement (Gevo, Inc.), Renewable Hydrocarbons Purchase and Sale Agreement (Gevo, Inc.)

Delivery Schedule. (a) Pfizer SELLER shall deliver to BUYER, no later than two (2) calendar days following the Product Carriage execution of the Special Conditions, an estimated production and Insurance Paid (“CIP”) Incoterms 2020. (b) The delivery schedule for the following quarter. Given that the above information is a basic premise for BUYER’s planning process, the latter may decline to receive crude if SELLER fails to provide the schedule within the above deadline. Depending on the operation and restrictions the Parties shall reasonably agree, in writing, may agree to modifications and adjustments to the location(s) (including number of locations) scheduling, for delivery of shipments of Product (“Place(s) of Destination”) as soon as reasonably practicable following the Effective Date; provided that: (i) each Place of Destination meets the requirements set forth in Attachment D, (ii) all agreed upon Place(s) of Destination which purpose a formal communication between them shall suffice. SELLER shall be agreed in writing obliged to provide and carry field information regarding production, settlement of royalties, shipments by tanker trucks and / or oil pipelines, indicating its participation and ownership of each and the Parties official receipt at least eight (8) weeks prior the receipt station. To this end it shall send the information requested daily to shipment of BUYER through BUYER’s volumetric integrator available via the Productweb page, (iii) for which the Place(s) of Destination are serviced by a contracted transportation carrier of Pfizer (“Shipping Agent”), and (iv) each Place of Destination User Manual is an authorized location to receive the Product, evidence of which attached as Exhibit 5. SELLER shall be presented obliged to Pfizer on Purchaser’s official letterhead, or other official format acceptable fill out the respective waybill (where applicable) indicating the fields and volumes shipped in each tanker truck and detailing in the "Comments" field that the crude corresponds to Pfizer, and Purchaser shall provide any additional information, as requested by Pfizer in advance of delivery, a sale to verify such authorization. In case the Parties do not agree on the Place(s) of Destination within the abovementioned timeline, Pfizer shall have the right to revise the Delivery Schedule. Pfizer shall have the ability, acting reasonably, to restrict the number of Places of Destination where shipments of Product shall be delivered. However, the Parties agree that: (a) title to the Products and risk of loss or damage shall pass to Purchaser at the Point of Delivery as defined under Section 2.8(a) of this Agreement, and (b) Purchaser shall have full liability and responsibility for any further transportation and distribution following delivery to Place(s) of Destination that is not a point of use of the Product, including but not limited to ensuring compliance with Attachment D. (c) Each shipment of Product shall have a minimum volume of 195 vials. (d) Pfizer may deliver the Product by separate installments and shall use Commercially Reasonable Efforts to meet the delivery schedule set out in Attachment B (the “Delivery Schedule”), provided that no Product shall be shipped until Authorization is received and Purchaser is compliant with, to Pfizer’s satisfaction, the conditions set forth in Section 9.5. All deliveries shall be accompanied by the documentation specified in Attachment C (which may be updated from time to time by Pfizer upon notice to Purchaser), and shall be in accordance with, and subject to, the delivery specifications to be set forth in Attachment D (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Delivery Specifications”). (e) The Product shall be labelled and packaged in accordance with the packaging specifications to be set forth in Attachment E (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Labelling and Packaging Specifications”). For clarity, Purchaser shall be solely liable for compliance with local labelling requirements, including without limitation, any local language translation requirements. (f) If an Authorization is granted after March 31, 2021 but before June 30, 2021, then the Delivery Schedule will be revised to add the period of time between March 31, 2021 and the date of the Authorization (“Adjusted Delivery Schedule”). ECOPETROL S.A. In the event that BUYER cannot receive all the Authorization is granted crude at the Delivery Point(s) within the period agreed in the Special Conditions, it shall inform SELLER at least three (3) calendar days beforehand and as soon as it overcomes the contingency it shall announce the date for the resumption of deliveries. Likewise, in the event that for reasons specific to its field operations, SELLER cannot deliver the oil to the BUYER on any one of the dates specified in the schedule, it shall inform BUYER in writing at least three (3) calendar days prior to March 31the respective deadline, 2021, Pfizer has no obligation to accelerate shipment and as soon as it overcomes the contingency announce the date for the resumption of Product. (g) deliveries. If Authorization a different place is received by March 31, 2021, but Pfizer is unable to deliver any Contracted Doses indicated for technical or other reasons from the Facilities intended to produce the Contracted Doses under this Agreement, Pfizer agrees to use Commercially Reasonable Efforts to obtain supply receipt of the Product from another locationcrude, subject to availability the Parties shall make the adjustments set forth in the corresponding item in the defined formulas. All of supplythis shall be evidenced in the Special Conditions entered into by the Parties for such purpose. (h) If Authorization is received by March 31, 2021, but by September 30, 2021, Pfizer is unable to manufacture or deliver any Contracted Doses for technical or other reasons from any Facilities, Pfizer will have no obligation to deliver against the Delivery Schedule, Adjusted Delivery Schedule or a Purchase Order.

Appears in 2 contracts

Samples: Agreement for the Purchase of Commodities (Crude Oil) (Gran Tierra Energy Inc.), Agreement for the Purchase of Commodities (Crude Oil) (Gran Tierra Energy Inc.)

Delivery Schedule. (a) Pfizer shall deliver For deliveries at the Product Carriage inlet flange of the Tumaco Plant tanks for crude exported as South Blend, the parties acknowledge and Insurance Paid (“CIP”) Incoterms 2020. (b) The Parties shall reasonably agree, in writing, accept that the delivery program provided for by virtue of this Contract is subjected to the location(s) (including number commitments agreed in the transport contract, which includes the Operation and Transport Regulation signed by the SELLER and the VICE-PRESIDENCY OF TRANSPORT AND LOGISTICS OF ECOPETROL S.A. Consequently, the SELLER shall nominate Page 14 of locations) for delivery 14 crude to be transported and delivered, pursuant to the terms and conditions defined in Clause 8 of shipments of Product (“Place(s) of Destination”) as soon as reasonably practicable following the Effective Date; provided that: (i) each Place of Destination meets Ecopetrol Pipeline Transporter Manual. Likewise, the requirements set forth in Attachment D, (ii) all agreed upon Place(s) of Destination volumes to be received by the BUYER shall be agreed in writing those approved by the Parties at least eight (8) weeks prior TRANSPORTER, pursuant to shipment Clause 8, Number 8.4.1 of the Product, (iii) the Place(s) of Destination are serviced by a contracted transportation carrier of Pfizer (“Shipping Agent”), and (iv) each Place of Destination is an authorized location to receive the Product, evidence of which shall be presented to Pfizer on Purchaser’s official letterhead, or other official format acceptable to Pfizer, and Purchaser shall provide any additional information, as requested by Pfizer in advance of delivery, to verify such authorization. In case the Parties do not agree on the Place(s) of Destination within the abovementioned timeline, Pfizer shall have the right to revise the Delivery Schedule. Pfizer shall have the ability, acting reasonably, to restrict the number of Places of Destination where shipments of Product shall be delivered. However, the Parties agree that: (a) title to the Products and risk of loss or damage shall pass to Purchaser at the Point of Delivery as defined under Section 2.8(a) of this Agreement, and (b) Purchaser shall have full liability and responsibility for any further transportation and distribution following delivery to Place(s) of Destination that is not a point of use of the Product, including but not limited to ensuring compliance with Attachment D. (c) Each shipment of Product shall have a minimum volume of 195 vials. (d) Pfizer may deliver the Product by separate installments and shall use Commercially Reasonable Efforts to meet the delivery schedule set out in Attachment B (the “Delivery Schedule”), provided that no Product shall be shipped until Authorization is received and Purchaser is compliant with, to Pfizer’s satisfaction, the conditions set forth in Section 9.5. All deliveries shall be accompanied by the documentation specified in Attachment C (which may be updated from time to time by Pfizer upon notice to Purchaser), and shall be in accordance with, and subject to, the delivery specifications to be set forth in Attachment D (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Delivery Specifications”). (e) The Product shall be labelled and packaged in accordance with the packaging specifications to be set forth in Attachment E (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Labelling and Packaging Specifications”). For clarity, Purchaser shall be solely liable for compliance with local labelling requirements, including without limitation, any local language translation requirements. (f) If an Authorization is granted after March 31, 2021 but before June 30, 2021, then the Delivery Schedule will be revised to add the period of time between March 31, 2021 and the date of the Authorization (“Adjusted Delivery Schedule”)Ecopetrol Pipeline Transporter Manual. In the event of a force majeure case, the delivery schedule shall be redefined. This new schedule shall be agreed between the BUYER and the SELLER. It is the SELLER's obligation to furnish and maintain field information on the production, calculation of royalties, shipments through tanker trucks and / or pipelines, indicating share and ownership of each one and the official receipt at the receipt station. To such end, it shall submit on a daily basis to the BUYER the information requested through the volumetric integrator of the BUYER available through the Web page, for which the User Manual is attached as Annex 5. It is the SELLER's obligation to complete the respective transport document (as applicable), indicating fields and volumes dispatched on each tanker truck and describing on the "Observations" field that the Authorization crude corresponds to a sale to Ecopetrol S.A. In the event that within the term agreed, the BUYER cannot receive all the crude at the Point(s) of Delivery, it shall so notify it to the SELLER minimum three (3) calendar days in advance and as soon as the contingency is granted solved, it shall announce the date to reactivate receipts. Likewise, in the event that for reasons inherent to the field operation, the SELLER cannot deliver to the BUYER the crude in any of the dates determined in the schedule, it shall notify the BUYER in writing three (3) calendar days prior to March 31the respective delivery date and as soon as the contingency is solved, 2021it shall announce the date to reactivate deliveries. Should a place other than that set out for crude receipt is indicated, Pfizer has no obligation the parties shall make the adjustments established in the transport item and in the transport tax, in the formulas defined in Clause Two of this document, pursuant to accelerate shipment the highest or lowest value required for transport to the new Point(s) of Product. (g) If Authorization is received Delivery defined by March 31the BUYER, 2021, but Pfizer is unable to deliver any Contracted Doses considering for technical or other reasons from the Facilities intended to produce purpose the Contracted Doses under this Agreement, Pfizer agrees to use Commercially Reasonable Efforts to obtain supply transport rates in force when the situation takes place. All of the Product from another locationabove shall be evidenced in minutes or amendment, subject to availability of supplywhich shall be signed by the Parties for the purpose. (h) If Authorization is received by March 31, 2021, but by September 30, 2021, Pfizer is unable to manufacture or deliver any Contracted Doses for technical or other reasons from any Facilities, Pfizer will have no obligation to deliver against the Delivery Schedule, Adjusted Delivery Schedule or a Purchase Order.

Appears in 1 contract

Samples: Purchase Agreement (Gran Tierra Energy Inc.)

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Delivery Schedule. (a) Pfizer AE shall deliver perform the Product Carriage and Insurance Paid (“CIP”) Incoterms 2020. (b) The Parties shall reasonably agree, Services in writing, to the location(s) (including number of locations) for delivery of shipments of Product (“Place(s) of Destination”) as soon as reasonably practicable following the Effective Date; provided that: (i) each Place of Destination meets the requirements set forth in Attachment D, (ii) all agreed upon Place(s) of Destination shall be agreed in writing by the Parties at least eight (8) weeks prior to shipment of the Product, (iii) the Place(s) of Destination are serviced by a contracted transportation carrier of Pfizer (“Shipping Agent”), and (iv) each Place of Destination is an authorized location to receive the Product, evidence of which shall be presented to Pfizer on Purchaser’s official letterhead, or other official format acceptable to Pfizer, and Purchaser shall provide any additional information, as requested by Pfizer in advance of delivery, to verify such authorization. In case the Parties do not agree on the Place(s) of Destination within the abovementioned timeline, Pfizer shall have the right to revise the Delivery Schedule. Pfizer shall have the ability, acting reasonably, to restrict the number of Places of Destination where shipments of Product shall be delivered. However, the Parties agree that: (a) title to the Products and risk of loss or damage shall pass to Purchaser at the Point of Delivery as defined under Section 2.8(a) of this Agreement, and (b) Purchaser shall have full liability and responsibility for any further transportation and distribution following delivery to Place(s) of Destination that is not a point of use of the Product, including but not limited to ensuring compliance accordance with Attachment D. (c) Each shipment of Product shall have a minimum volume of 195 vials. (d) Pfizer may deliver the Product by separate installments and shall use Commercially Reasonable Efforts to meet the delivery schedule set out forth in Attachment B the Service Levels (the “Delivery Schedule”), provided that no Product shall be shipped until Authorization . If AE is received and Purchaser is compliant with, unable to Pfizer’s satisfaction, meet the conditions set forth in Section 9.5. All deliveries shall be accompanied by the documentation specified in Attachment C Delivery Schedule (which as it may be updated modified from time to time by Pfizer upon notice to Purchaser), and shall be in accordance withwith the provisions of Sections 2.2(b) or 2.2(c)) for any reason, then AE shall immediately notify ADVO in writing, which writing shall: (i) provide an explanation as to why the Delivery Schedule cannot be met and subject to, (ii) describe the date by which the delivery specifications to in question will be set forth made. If AE’s delivery is more than twenty-four (24) hours after the applicable time specified in Attachment D (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, ADVO shall have the right (in addition to any other rights or remedies it may have hereunder) to move any and all Services affected by such delay to another vendor, at the sole expense of AE, until such time as AE is capable of resuming delivery in accordance with the Delivery Schedule. For the avoidance of doubt, the Delivery Schedule shall not be deemed met in the event that the applicable deliverables are not delivered in accordance with applicable Service Levels. (b) Once per calendar quarter during the Term (or at such other times as ADVO may be updated from time to time by Pfizer request upon notice at least ten (10) days’ prior written notice), the parties will meet to Purchaser) (“Delivery Specifications”). (e) The Product shall be labelled and packaged in accordance with the packaging specifications to be set forth in Attachment E (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Labelling and Packaging Specifications”). For clarity, Purchaser shall be solely liable for compliance with local labelling requirements, including without limitation, any local language translation requirements. (f) If an Authorization is granted after March 31, 2021 but before June 30, 2021, then review the Delivery Schedule will be revised and discuss any appropriate changes thereto. AE shall consent to add any reasonable revision to the period Delivery Schedule proposed by ADVO. Thereafter, AE shall promptly provide ADVO with written notice of time between March 31any change to AE’s direct actual costs to perform the Services resulting from ADVO’s proposed change to the Delivery Schedule and provide any comments or suggestions with respect to such change. ADVO then shall have the right to proceed with, 2021 revise or retract such change in its sole discretion. If ADVO chooses to proceed with such change, AE shall implement the change to the Delivery Schedule originally proposed by ADVO unless ADVO gives AE a new written notice of a revision to, or retraction of, such change within fifteen (15) days of AE’s notice. ADVO shall pay AE for any actual incremental cost increase directly attributable to any implemented change to the Delivery Schedule (unless AE fails to give ADVO notice of such increase in its notice) and AE shall give ADVO a credit equal to the date amount of the Authorization (“Adjusted benefit of any actual cost decrease directly attributable to any implemented change to the Delivery Schedule”). In the event that the Authorization is granted prior If a dispute arises relating to March 31, 2021, Pfizer has no obligation implementation of any revision to accelerate shipment of Product. (g) If Authorization is received by March 31, 2021, but Pfizer is unable to deliver any Contracted Doses for technical or other reasons from the Facilities intended to produce the Contracted Doses under this Agreement, Pfizer agrees to use Commercially Reasonable Efforts to obtain supply of the Product from another location, subject to availability of supply. (h) If Authorization is received by March 31, 2021, but by September 30, 2021, Pfizer is unable to manufacture or deliver any Contracted Doses for technical or other reasons from any Facilities, Pfizer will have no obligation to deliver against the Delivery Schedule, Adjusted any incremental cost increase or any cost decrease under this Section 2.2(b), such dispute shall be resolved pursuant to the provisions of Article 15. [***] Information redacted pursuant to a confidential treatment request. An unredacted version has been filed separately with the Securities and Exchange Commission. (c) AE acknowledges that certain deadlines set forth in the Delivery Schedule or that pertain to the target completion of each of the three phases, as may be adjusted upon the written agreement of the parties (each, a Purchase Order.“Phase Completion Deadline”) represent critical goals of this Agreement. [***]

Appears in 1 contract

Samples: Master Services Agreement (Advo Inc)

Delivery Schedule. Nominations/Scheduling. During both the Start-up Period and the Delivery Term: (a) Pfizer On or before the 1st day of each calendar month (except in the case of the first forecast which shall be delivered at least thirty (30) Days prior to the Mechanical Completion Date), Gevo shall prepare and deliver to Kolmar a rolling three (3) calendar month forecast for the Product Carriage next three (3) full calendar months, specifying Gevo’s expected Facility production schedule, including the total volumes of Renewable Hydrocarbons and Insurance Paid the applicable Production Split for Renewable ATJ and Renewable Isooctane to be produced in any such month (such notice, the CIPMAV Notice); provided that for each month volumes shall not be less than the Monthly Minimum Quantity. Volumes specified in the forecast for the first month (in the previous example, for the month of March) Incoterms 2020shall be deemed fixed (such volume, the “Monthly Available Volume”). Volumes for the remainder of the three (3) month period shall be deemed to be estimates. For illustration purposes, if a forecast were provided on February 1st, it would include production schedules for March, April, and May. At all times after the Commercial Operations Date, Gevo shall promptly notify Kolmar of any changes to any forecasted volumes that might affect future scheduling. (b) The Parties As used herein, the “Production Split” means the percentage split for the production of Renewable ATJ, Renewable Gasoline and Renewable Isooctane of the Facility, which shall reasonably agreebe [*****]; provided, in writinghowever, to that the location(s) (including number of locations) for delivery of shipments of Product (“Place(s) of Destination”) as soon as reasonably practicable following the Effective Date; provided that: (i) each Place of Destination meets the requirements percentage split set forth in Attachment D, (ii) all agreed upon Place(s) of Destination shall be agreed in writing by the Parties at least eight (8) weeks prior to shipment of the Product, foregoing clause (iii) shall be available in respect of the Place(sfacility no earlier than one hundred and eighty (180) days following commencement of Destination are serviced by a contracted transportation carrier the Delivery Term and thereafter shall be subject to the remaining provisions of Pfizer (“Shipping Agent”this Section 3.1(b). The Parties acknowledge that the Facility is capable of production of Renewable ATJ, Renewable Gasoline and Renewable Isooctane utilizing only these four Production Splits, and (iv) each Place of Destination is an authorized location to receive the Product, evidence of which shall be presented to Pfizer on Purchaser’s official letterhead, or other official format acceptable to Pfizer, and Purchaser shall provide any additional information, as requested by Pfizer in advance of delivery, to verify such authorization. In case the Parties do not agree on the Place(s) of Destination within the abovementioned timeline, Pfizer shall have the right to revise the Delivery Schedule. Pfizer shall have the ability, acting reasonably, to restrict the number of Places of Destination where shipments of Product shall be delivered. However, the Parties agree that: (a) title to the Products and risk of loss or damage shall pass to Purchaser at the Point of Delivery as defined under Section 2.8(a) of this Agreement, and (b) Purchaser shall have full liability and responsibility for any further transportation and distribution following delivery to Place(s) of Destination that is not switching between Production Splits requires a point of use shutdown of the ProductFacility to, including but not limited among other things, change the catalyst used for operation. The Facility is expected to ensuring compliance with Attachment D. (c) Each shipment of Product shall have be configured for start-up and commissioning using a minimum volume of 195 vials. (d) Pfizer may deliver the Product by separate installments and shall use Commercially Reasonable Efforts to meet the delivery schedule set out in Attachment B (the “Delivery Schedule”)[*****] Production Split. The Parties may, provided that no Product shall be shipped until Authorization is received and Purchaser is compliant with, to Pfizer’s satisfaction, the conditions set forth in Section 9.5. All deliveries shall be accompanied by the documentation specified in Attachment C (which may be updated from time to time by Pfizer upon notice during the Delivery Term, mutually agree in writing to Purchaser), and shall be in accordance with, and subject to, change the delivery specifications Production Split to be an allocation set forth in Attachment D (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaserthis Section 3.1(b) (“Delivery Specifications”). (e) The Product shall be labelled and packaged in accordance with the packaging specifications to be set forth in Attachment E (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Labelling and Packaging Specifications”). For clarity, Purchaser shall be solely liable for compliance with local labelling requirements, including without limitation, any local language translation requirements. (f) If an Authorization is granted after March 31, 2021 but before June 30, 2021, then the Delivery Schedule that will be revised to add used at the period of time between March 31Facility, 2021 and provided that (i) Gevo shall have not less than forty-five (45) Days from the date of such written agreement to implement the Authorization requested change to the Production Split and (“Adjusted Delivery Schedule”)ii) the Parties shall not be permitted to alter the Production Split more than three (3) times in any rolling twelve (12) month period, unless mutually agreed by Gevo and Kolmar in circumstances where economically feasible. In the event that the Authorization is granted prior Gevo shall be excused from all liability pursuant to March 31, 2021, Pfizer has no obligation to accelerate shipment of Product. (gSection 3.2(b) If Authorization is received by March 31, 2021, but Pfizer is unable below for failure to deliver any Contracted Doses for technical or other reasons from as a result of Facility down time due to a change to the Facilities intended to produce Production Split so long as the Contracted Doses under this Agreement, Pfizer agrees to use Commercially Reasonable Efforts to obtain supply of the Product from another location, subject to availability of supply“down time” does not exceed fourteen (14) Days in duration. (h) If Authorization is received by March 31, 2021, but by September 30, 2021, Pfizer is unable to manufacture or deliver any Contracted Doses for technical or other reasons from any Facilities, Pfizer will have no obligation to deliver against the Delivery Schedule, Adjusted Delivery Schedule or a Purchase Order.

Appears in 1 contract

Samples: Fuel Supply Agreement (Gevo, Inc.)

Delivery Schedule. (a) Pfizer shall deliver the Product Carriage Within [***] of receiving any SKU Mix and Insurance Paid (“CIP”) Incoterms 2020. (b) The Parties shall reasonably agreepreferred delivery sequence from Impax, in writingShire will provide to Impax an estimated monthly delivery schedule, to the location(s) (including number of locations) for delivery of shipments of Product (“Place(s) of Destination”) as soon as reasonably practicable following the Effective Date; provided that: (i) each Place of Destination meets the requirements set forth in Attachment D, (ii) all agreed upon Place(s) of Destination shall be agreed in writing by the Parties at least eight (8) weeks prior to shipment of the Product, (iii) the Place(s) of Destination are serviced by a contracted transportation carrier of Pfizer (“Shipping Agent”), and (iv) each Place of Destination is an authorized location to receive the Product, evidence of which shall be presented to Pfizer on Purchaser’s official letterhead, or other official format acceptable to Pfizer, and Purchaser shall provide any additional information, as requested by Pfizer in advance of delivery, to verify such authorization. In case the Parties do not agree based on the Place(s) form of Destination within the abovementioned timeline, Pfizer shall have the right to revise the Delivery Schedule. Pfizer shall have the ability, acting reasonably, to restrict the number of Places of Destination where shipments of Product shall be delivered. However, the Parties agree that: (a) title to the Products and risk of loss or damage shall pass to Purchaser at the Point of Delivery as defined under Section 2.8(a) of this Agreement, and (b) Purchaser shall have full liability and responsibility for any further transportation and distribution following delivery to Place(s) of Destination that is not a point of use of the Product, including but not limited to ensuring compliance with Attachment D. (c) Each shipment of Product shall have a minimum volume of 195 vials. (d) Pfizer may deliver the Product by separate installments and shall use Commercially Reasonable Efforts to meet the delivery schedule set out in Attachment B (the “Delivery Schedule”Section 5. 3(g), provided that no setting out the number of lots by month, and specifying SKU, of Impax AG Product shall be shipped until Authorization is received Shire expects to deliver to Impax, consistent with the Allocation Plan and Purchaser is compliant with, to Pfizer’s satisfaction, the conditions SKU Mix and which takes into account all of the requirements set forth in Section 9.5. All deliveries shall be accompanied by the documentation specified in Attachment C this Subsection (which may be updated from time to time by Pfizer upon notice to Purchaser), and shall be in accordance with, and subject to, the delivery specifications to be set forth in Attachment D (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchasere) (“Delivery Specifications”). (e) The Product shall be labelled and packaged in accordance with the packaging specifications to be set forth in Attachment E (which shall be populated following the Effective Date, but in any event before supply in line with the agreed Delivery Schedule, and as may be updated from time to time by Pfizer upon notice to Purchaser) (“Labelling and Packaging Specifications”). For clarity, Purchaser shall be solely liable for compliance with local labelling requirements, including without limitation, any local language translation requirements. (f) If an Authorization is granted after March 31, 2021 but before June 30, 2021, then the Delivery Schedule will be revised to add the period of time between March 31, 2021 and the date of the Authorization (“Adjusted Delivery Schedule”). In the event that the Authorization is granted prior to March 31, 2021, Pfizer has no obligation to accelerate shipment of Product. (g) If Authorization is received by March 31, 2021, but Pfizer is unable to deliver any Contracted Doses for technical or other reasons from the Facilities intended to produce the Contracted Doses under this Agreement, Pfizer agrees to use Commercially Reasonable Efforts to obtain supply of the Product from another location, subject to availability of supply. (h) If Authorization is received by March 31, 2021, but by September 30, 2021, Pfizer is unable to manufacture or deliver any Contracted Doses for technical or other reasons from any Facilities, Pfizer will have no obligation to deliver against preparing the Delivery Schedule, Adjusted Shire shall take into account [***], and Manufacturing-related issues. The Delivery Schedule shall provide that: (i) for any Annual DEA Quota Grant, Impax will receive at a minimum: (a) within [***] which utilizes any such DEA Quota Grant, [***] percent ([***]%)] of Impax’s Allocated Share of such DEA Quota Grant and, (b) in each Delivery Month thereafter, Impax AG Product constituting [***] percent ([***]%)] of Impax’s Allocated Share of such DEA Quota Grant until all of Impax’s Allocated Share is delivered; and (ii) for any supplemental DEA Quota Grant, Impax will receive at a minimum: (y) within [***] which utilizes any such DEA Quota Grant, [***] percent ([***]%)] of Impax’s Allocated Share of such DEA Quota Grant, and (z) in each Delivery Month [***] percent ([***]%)] of Impax’s Allocated Share of such DEA Quota Grant. Shire shall use its best efforts to schedule the Manufacturing of Adderall XR and AG Product in order to ensure that [***]. Within [***] of receiving Shire’s proposed Delivery Schedule, Impax may propose modifications to Shire’s proposed Delivery Schedule, including the SKU Mix for a Delivery Month, and Shire will use its best efforts to accommodate Impax’s requests, and within [***] deliver to Impax an updated Delivery Schedule reflecting the same. With respect to any Disputed Quota, the Parties shall also update the Delivery Schedule to reflect the resolution of the dispute and such AG Product shall be delivered as soon as practicable in accordance with the last sentence of Subsection (c) above. The Delivery Schedule may only be modified as follows: (i) to add to the Delivery Schedule for Disputed Quota allocated to Impax; (ii) to revise the Delivery Schedule as required in Section 5. 3(i) due to delays; and (iii) by the Parties as part of a Delivery Schedule Modification in the form annexed as Schedule 5. 3(e) hereto, executed on behalf of Impax by one of its Senior Vice Presidents (or a Purchase Ordermore senior Impax officer) and Shire.

Appears in 1 contract

Samples: License and Distribution Agreement (Impax Laboratories Inc)

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